Interests Generally. As of the date hereof, the Company has two authorized classes of Interests: Common Units and Override Units (which will consist of either Operating Units or Value Units as described below). Except as otherwise provided in this Article III, the Company shall not (1) authorize additional classes of Interests denominated in the form of Units other than Override Units or (2) to issue Units in a particular class to any Person other than a Management Member (including any Person who becomes a Management Member at any time after the date of this Agreement in accordance with Section 3.6) without (x) the prior consent of the Board, (y) the prior consent of a Majority in Interest (exclusive of Override Units) of the Management Members or, to the extent (and only to the extent) any particular Management Member would be uniquely and adversely affected by a proposed additional class of Interests, by such Management Member and (z) the prior consent of CA. Additional classes of Override Units may be authorized from time to time by the Board without obtaining the consent of any Member, class of Members or CA.
Interests Generally. As of the date hereof, the Company has two authorized classes of Interests: Common Units and Override Units. Additional classes of Interests denominated in the form of Units may be authorized from time to time by the Board (which authorization must have been approved by at least one GSCP Director and at least one Kelso Director) without obtaining the consent of any Member or class of Members. Except as otherwise provided in this Article III, Units in a particular class may be issued from time to time, at such prices and on such terms as the Board (which issuance, prices and terms must have been approved by at least one GSCP Director and at least one Kxxxx Director) or, in the case of Override Units, the Override Unit Committee may determine, without obtaining the consent of any Member or class of Members.
Interests Generally. As of the date hereof, the Company has two authorized classes of Interests: Common Units and Profits Units (which will consist of Service Units or Exit Units as described below). Additional classes of Interests may be authorized from time to time by the Managing Members without obtaining the consent of any Member or class of Members. Except as otherwise provided in this Article III, Interests in a particular class may be issued from time to time, at such prices and on such terms as the Managing Members may determine, without obtaining the consent of any Member or class of Members.
Interests Generally. 3 Section 3.3
Interests Generally. The Partnership Interests of the Partners shall be represented by issued and outstanding Interests, which shall constitute partnership interests under the Delaware Act, and which may be divided into one or more types, classes or series, with each type, class or series having the rights and privileges set forth in this Agreement. The General Partner shall maintain a schedule of all Partners from time to time, their respective mailing addresses, and the Interests held by them (as the same may be amended, modified or supplemented from time to time, the “Partners Schedule”), a copy of which as of the execution of this Agreement is attached hereto as Schedule B. The Partners Schedule will be kept strictly confidential by the Partnership and, except as otherwise determined by the General Partner or as set forth in Section 9.5, no Partner shall have any right to receive or review a copy of the Partners Schedule (except for information thereon that relates solely to such Partner) or obtain other information about the identities of the other Partners or the size or nature of their interests in the Partnership. Ownership of an Interest (or fraction thereof) shall not entitle a Partner to call for a partition or division of any property of the Partnership or for any accounting.
Interests Generally. As of the date hereof, the Company has three authorized classes of Interests: Common Units, Class B Units and Profits Interest Units (which will consist of either Time-Based Profits Interest Units or IRR-Based Profits Interest Units, as described below). Additional Common Units may be authorized and issued from time to time as approved by the Board without obtaining the consent of any Member except as may be required in accordance with Section 4.11. No additional Class B Units shall be issued following the date hereof. Until Capital Contributions have been received up to the Threshold Amount, the Company shall issue Profits Interest Units in accordance with Section 7.1(b) concurrently with each such approved issuance of Common Units. The price of any Common Units issued after the date hereof shall be determined exclusively under the provisions of Section 10.4 hereof. A Member’s Interest shall for all purposes be personal property. Unless and until the Board shall determine otherwise, Interests shall be uncertificated and recorded in the books and records of the Company. If at any time the Board shall determine to certificate Interests, such certificates will contain such legends as the Board shall reasonably determine are necessary or advisable. The names, amount of Capital Contributions, number and class of Interests (including, in respect of Profits Interest Units, the number and grant date thereof), the Percentage Interests held by the Members and the Profits Interest Percentage of each Management Member are set forth on Schedule A, in each case, as such information is segregated for each applicable Tranche. The Company shall amend and revise Schedule A from time to time to properly reflect any changes to the information included therein, including to reflect the admission or substitution of Members, the withdrawal of any Members, any modification to a Member’s Percentage Interest, transfers of Interests or the issuance of additional Interests, in each case in accordance with, and subject to the express terms and conditions of, this Agreement. Any such amendment or revision to Schedule A or to the Company’s records to reflect information regarding Members shall not be deemed an amendment to this Agreement.
Interests Generally. As of the date hereof, the Company has one authorized class of Interests: Common Units. Subject to the terms of this Agreement, additional classes of Interests denominated in the form of Units may be authorized from time to time by the Board without obtaining the consent of any Member or class of Members. Except as otherwise provided in this Agreement, Units in a particular class may be issued from time to time, at such prices and on such terms as the Board may determine, without obtaining the consent of any Member or class of Members. The holders of Common Units will have voting rights with respect to their Common Units as provided in Section 4.3(d) and shall have the rights with respect to profits and losses of the Company and distributions from the Company as are set forth herein. The number of Common Units of each Member as of any given time shall be set forth on Schedule A, as it may be updated from time to time in accordance with this Agreement.
Interests Generally. As of the date hereof, the Company has two authorized classes of Interests: Common Units and Override Units (which will consist of either Operating Units or Value Units as described below). Additional classes of Interests denominated in the form of Units may be authorized from time to time by the Board (which authorization must have been approved by at least one GSCP Director, one Xxxxx Director and one VAC Director) without obtaining the consent of any Member or class of Members. Except as otherwise provided in this Article III, but subject to the Members’ rights under Section 6.4(b), Units in a particular class may be issued from time to time, at such prices and on such terms as
Interests Generally. (a) All Interests in the Company shall be represented by Units. As of the date hereof, the Company shall have one authorized class of common Units (“Common Units”), one authorized class of non-voting incentive Units (“Incentive Units”) and no authorized class of preferred Units.
(b) Subject to Article IX, Section 3.03(a) and Section 5.13, (x) the Board of Directors is hereby authorized (without the approval or consent of, or any other action by, any Interest Holder) to issue additional Units to such Person(s) (including existing Interest Holders), who may be admitted as a Member(s), as determined from time to time by the Board of Directors, and (y) the Board of Directors shall have sole and complete power and authority to determine the terms, conditions and preferences of additional Units and the consideration and terms and conditions with respect to any issuance of Units. In addition, subject to Article IX and Section 3.03(a), the Board of Directors is authorized to cause the issuance of any other type of equity security (including secured or unsecured debt securities and other securities convertible into or otherwise granting a right to acquire any class of Units) from time to time to any Person (including any existing Interest Holder) on terms and conditions established in the sole and complete discretion of the Board of Directors. The Board of Directors shall do all things necessary or advisable to comply with the Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any such future issuance, including compliance with any Law or any requirement of any national securities exchange on which the Units may subsequently be listed for trading.
(c) Subject to Article IX, Section 3.03(a) and Section 5.13, the Board of Directors is hereby authorized (without the approval or consent of, or other action by, any Interest Holder) to take all actions that it reasonably deems necessary or appropriate in connection with each issuance of Units or other type of security pursuant to this Section 4.01 and to amend this Agreement in any manner that it deems (acting reasonably) necessary or appropriate to provide for each such issuance, to admit Additional Members in connection therewith and, subject to the limitations and consent rights of Principal Members set forth in this Agreement, to specify the relative rights, powers and duties of the holders of the Units or other securities being so issued. Without limiting the...
Interests Generally. As of the date hereof, the Company has two authorized classes of Interests: Common Units and Override Units (which will consist of either Operating Units or Value Units as described below). Additional classes of Interests denominated in the form of Units may be authorized from time to time by the Board without obtaining the consent of any Member or class of Members. Except as otherwise provided in this Article III, Units in a particular class may be issued from time to time, at such prices and on such terms as the Board or, in the case of Override Units, the Board less any Management Members who hold or are eligible for Override Units (the “Override Unit Committee”) may determine, without obtaining the consent of any Member or class of Members.
